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December 3, 2011

13Ds are filed with the Securities and Exchange Commission within 10 days of an entity's attaining a greater than 5% position in any class of a company's securities. Subsequent changes in holdings or intentions must be reported in amended filings. This material has been extracted from filings released by the SEC from Nov. 24 through Nov. 30, 2011. Source: InsiderScore.com

Icahn Associates offered to acquire Commercial Metals for $15.00 a share—31% above the closing price on Nov. 25—without any financing or due-diligence conditions, and disclosed that it owns 11,525,000 shares (9.8% of the voting stock).

In a Nov. 28 letter to the board of directors, Icahn Associates stated: "Those who desire to stay invested in this industry could take their proceeds and invest in direct competitors….which we believe are much better managed and better situated to take advantage of any possible economic recovery than Commercial Metals."

Icahn also indicated its intention to merge Commercial Metals with its own metals and recycling assets, including PSC Metals, and to sell Commercial Metals' noncore assets and immediately appoint new management for its steel business.

New Enterprise Associates disclosed that it holds 3,419,671 shares (16.5%). The firm bought 1,316,299 on Nov. 21 via an initial public offering at a price of $13.00. New Enterprise had acquired 377,124 other shares through its purchase of convertible notes immediately before the initial offering. New Enterprise says that it made the purchases for investment purposes.

Icahn Associates boosted its holdings to 5,692,274 shares (9.99%) after buying 392,500 American-style call options from Nov. 4 to Nov. 22 with an exercise price of $19.50. On Nov. 25, Icahn exercised all of the calls to acquire 3,513,073 shares.

Icahn Associates has 3,963,852 shares (4.99%) after selling 10,836,000 on Nov. 22 at $17.71 a share in a private deal. The buyers were two top Vector executives and billionaire Phillip Frost, who owns 15,429,451 shares (18.5%), after acquiring 5,648,122.

The Activist Spotlight

Business: Develops and markets branded and generic drugs Investor's Average Cost: $29.02 per share Stock-Market Value: $1.2 billion ($32.41/share) What's Happening: Relational Investors believes that Par Pharmaceutical is on the right track by focusing on its generic-drug business, but that, if its stock performance doesn't improve, the board should sell the company.

Key Numbers: $257 million: the amount of cash that Par has. Zero: the amount of debt it has $193 million: Par's annual earnings before interest, taxes, depreciation and amortization.

Behind the Scenes: Relational Investors, an asset-management firm, is a very seasoned and respected activist investor that takes relatively few, but highly concentrated, positions. Its style is to improve operations and redirect investment when necessary.

Relational looks for companies with financial flexibility, solid franchises and strong cash flows that are selling at steep discounts to what it deems their true value. The firm tries to close that gap by persuading company directors and management to take various measures to enhance shareholder value.

Par Pharmaceutical has a branded-drug business that is uncompetitive and losing money, and a good generic-drug operation that is profitable. Par's growth strategy was to build on the branded business. However, the company has softened its position on that strategy.

Relational believes that Par is right in refocusing, instead, on the generic business and trying to improve operating performance, but that Par ultimately might be better off being sold to one of the many potential buyers of the whole company.

As a patient investor, Relational will give Par a chance to maintain its independence through improved stock-price performance. But if that doesn't happen, it probably will push management to sell.

-- Kenneth Squire

This item is by 13D Monitor, a research firm specializing in shareholder activism and 13D filings. For a full report, go to www.13DMonitor.com or call Kenneth Squire at 1-212-223-2282.